29 Jun 2017 07:00
29 June 2017
Sirius Petroleum Plc.
("Sirius" or the "Company")
Final Results for the year ended 31 December 2016
Sirius (AIM:SRSP), the investing Company focussed on oil and gas development and production opportunities in Nigeria, announces its audited Final Results for the twelve-month period ended 31 December 2016.
During the period, the Company's focus has been on reviewing the opportunities available to the Company, both in terms of assets in Nigeria and the optimum financing and long-term strategy for developing those assets.
Overview
· Entered into another important contract for the provision of Well Engineering and Operations Management ("Well Management Contract") with Add Energy Group ("Add Energy"), for a multi well campaign as part of Sirius' shallow offshore development strategy in Nigeria, commencing in 2017.
· Entered into a key vendor financed offshore drilling contract ("Vendor Finance Contract") with COSL Drilling Pan-Pacific Limited ("COSL"), for the provision of a high specification jack-up rig that will be utilised by the Company to drill the multi well campaign.
· Entered into a contract for the provision of an integrated services management (ISM) contract with Schlumberger, the world's leading oilfield services company. Schlumberger will provide Sirius with a comprehensive package of managed and integrated products and services including directional drilling services, logging, completion and production fluids, cementing and pumping services, well intervention and stimulation products and services, well testing services, wellsite communications and data and software solutions.
· Commissioned a Competent Person's Report ("CPR") for the Ororo Field by independent petroleum consultants, Rockflow Resources Limited ("Rockflow). This valuation, subsequent to the technical volumetric description was commissioned to assist the Company with potential funding and vendor finance proposals. The CPR indicated a Mid Case Net Present Value (NPV10) of the asset of $49.2m
· Obtained a three-year extension to the Ororo Field Licence (OML 95) ("Licence") from the Nigerian Federal Ministry of Petroleum Resources (FMPR) with effect from 1 May 2016.
· The Company raised a total of £1.85 million ($2.43 million) by way of placings at an average of 0.34p per share and a further £625,000 ($830,000) in loans.
Post 2016 events
· Executed a contract with Polaris Consulting Company ("Polaris") to undertake a Seabed Survey around the Ororo field licence area. This activity is a geophysical and geotechnical marine survey, ahead of the rig mobilisation, which will provide data and analysis for the rig positioning prior to drilling and assess any marine geohazards to ensure safe operations and transportation of equipment. Following the analysis of the bathymetry results from the Seabed Survey, COSL has confirmed and identified the "COSL Power" as the Jack-up rig which will be utilised for Ororo field.
· The Company has appointed Peter Gregory as Chief Operating Officer ('COO') with primary responsibility for all operational areas of the Ororo field.
· Arranged for the provision of Offshore Service Vessels ("OSVs") through Tidewater Marine International, Inc, with the signing of an OSV Contract
· The Company raised a further £2 million ($2.5 million) by way of a placing at 0.75p per share and a further £70,000 ($88,000) in loans, which were converted into shares at 0.5p. These funds were mainly required to pay the initial deposits on key equipment and long lead items and to cancel a loan agreement with Calvet International Ltd.
BP offtake and pre-payment facility
On 12 June the Company announced that it was in discussions with BP regarding an offtake and pre-payment facility to support the financing of the Company's proposed drilling programme on the Ororo Field. The Board intends to make a further announcement on this project in the near future.
Going concern
The Directors have undertaken a detailed review of the Group's cash flow forecast. Based on the assumptions set out in the Going Concern section of the Strategic Report below, we believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. The auditor's report in the Group financial statements contains an Emphasis of Matter in respect of going concern.
Annual General Meeting
Details of the Annual General Meeting will be sent separately to shareholders in due course and an announcement will be made when this has been done. The accounts for the year ended 31 December 2016 will be posted to shareholders shortly.
End
Enquiries
Sirius Petroleum plc Bobo Kuti | +44 (0) 20 3740 7460 www.siriuspetroleum.com |
Cantor Fitzgerald Europe David Porter / Sarah Wharry | +44 (0) 207 894 7000 |
Gable Communications Limited John Bick | +44 (0) 20 7193 7463 Email: srsp@gablecommunications.com |
CHAIRMAN'S & CEO'S STATEMENT
We report on the progress of Sirius Petroleum plc ("Sirius", "the Group" or "the Company") for the twelve-month period ended 31 December 2016.
The Board of Sirius has continued to make significant progress on the multi well campaign of the Ororo (OML95) marginal field ("Ororo"). We believe that we are now in a strong position to conclude our negotiations and to commence the drilling and extraction programme in the second half of 2017.
Significant milestones achieved during 2016 included the following:
· Entered into another important contract for the provision of Well Engineering and Operations Management ("Well Management Contract") with Add Energy Group Limited ("Add Energy"), for a multi well campaign as part of Sirius' shallow offshore development strategy in Nigeria, commencing in 2017.
· Entered into a key vendor financed offshore drilling contract ("Vendor Finance Contract") with COSL Drilling Pan-Pacific Limited ("COSL"), for the provision of a high specification jack-up rig that will be utilised by the Company to drill the multi well campaign.
· Entered into a contract for the provision of an integrated services management (ISM) contract with Schlumberger, the world's leading oilfield services company. Schlumberger will provide Sirius with a comprehensive package of managed and integrated products and services including directional drilling services, logging, completion and production fluids, cementing and pumping services, well intervention and stimulation products and services, well testing services, wellsite communications and data and software solutions.
· Commissioned a Competent Person's Report ("CPR") for the Ororo Field by independent petroleum consultants, Rockflow Resources Limited ("Rockflow). This valuation, subsequent to the technical volumetric description was commissioned to assist the Company with potential funding and vendor finance proposals. The CPR indicated a Mid Case Net Present Value (NPV10) of the asset of $49.2m
· Obtained a three-year extension to the Ororo Field Licence (OML 95) ("Licence") from the Nigerian Federal Ministry of Petroleum Resources (FMPR) with effect from 1 May 2016.
· The Company raised a total of £1.85 million ($2.43 million) by way of placings at an average of 0.34p per share and a further £625,000 ($830,000) in loans.
· Board changes: This year saw Simon Hawkins leave the Board due to a short term health problem.
Post 2016 events
· Executed a contract with Polaris Consulting Company ("Polaris") to undertake a Seabed Survey around the Ororo field licence area. This activity is a geophysical and geotechnical marine survey, ahead of the rig mobilisation, which will provide data and analysis for the rig positioning prior to drilling and assess any marine geohazards to ensure safe operations and transportation of equipment. Following the analysis of the bathymetry results from the Seabed Survey, COSL has confirmed and identified the "COSL Power" as the Jack-up rig which will be utilised for Ororo field.
· The Company has appointed Peter Gregory as Chief Operating Officer ('COO') with primary responsibility for all operational areas of the Ororo field.
· Arranged for the provision of Offshore Service Vessels ("OSVs") through Tidewater Marine International, Inc, with the signing of an OSV Contract
· The Company raised a further £2 million ($2.5 million) by way of a placing at 0.75p per share and a further £70,000 ($88,000) in loans, which were converted into shares at 0.5p. These funds were mainly required to pay the initial deposits on key equipment and long lead items and to cancel a loan agreement with Calvet International Limited.
BP offtake and pre-payment facility
On 12 June the Company announced that it was in discussions with BP regarding an offtake and pre-payment facility to support the financing of the Company's proposed drilling programme on the Ororo Field. The Board intends to make a further announcement on this project in the near future.
Financial Summary
The loss after tax has been reduced to $2,172,000 in 2016 from $4,052,000 in 2015, with a reduction in administrative expenses of $951,000, a reduction in share-based payments of $895,000 and a reduction in finance charges of $43,000. Total assets have increased from $4,057,000 in 2015 to $5,658,000 in 2016, with liabilities rising from $4,102,000 to $5,547,000 and total equity has increased by $156,000. Net cash has increased from $45,000 in 2015 to $830,000 in 2016.
Nigeria Oil Sector
President Buhari's administration initiated many structural reforms within the Nigerian National Petroleum Corporation Ltd ("NNPC") and the Ministry of Petroleum Resources ("MPR) to provide clarity, transparency, and accountability within the Nigerian Oil & Gas Industry.
These reforms continue to support indigenous projects and the Company's partnership with the Ondo State government, through Owena Oil & Gas Limited which is owned 100% by the Ondo State government, provides valuable access to proven oil discoveries located within Ondo State.
Efficient monetisation of associated gas, which could replace flaring and help develop the country's power sector, is a key focus of the Federal Government. The managing director of the NNPC reiterated their commitment to increasing Nigeria's gas production which is in line with our strategy to commercialise the gas on the Ororo field and generate additional sources of revenue.
On 25 May 2017, The Nigerian Senate passed the Petroleum Industry Governance Bill (PIGB). This is the first of five oil & gas-related bills, part of the Petroleum Industry Bill (PIB), which is core to President Buhari's reforms.
Overview of the Bill
1. Introduction of a new regulator - named the Nigerian Petroleum Regulatory Commission ("NPRC" or "the commission"), to serve as the supervisory body for the Nigeria oil & gas industry. The NPRC will replace the Petroleum Inspectorate, the Department of Petroleum Resources (DPR) and the Petroleum Products Price Regulatory Agency (PPPRA), and carry out their functions. This is slightly different from the provision in the previous version of the "complete" PIB, in which two regulatory bodies called the Upstream Petroleum Inspectorate ("the Inspectorate") and the Downstream Petroleum Regulatory Agency ("the Agency") were proposed.
2. The Petroleum Equalization Fund (PEF) will continue to exist. However, the PEF Act will be repealed, and the PIGB will serve as the relevant legislation for the existence of the PEF.
3. Establishment of three Commercial Entities - The Nigeria Petroleum Liability Management Company ("Liability Management Company"), the Nigerian Petroleum Assets Management Company Limited ("the management company") and the National Petroleum Company (NPC). These entities will replace the Nigerian National Petroleum Corporation (NNPC).
The management company will hold and manage assets under Production Sharing Contracts (PSCs) and Back-in Rights assets on behalf of the government of the Federation, while the NPC will be responsible for all other assets currently held by NNPC. Both companies will be 20% owned by the Bureau of Public Enterprises (BPE), 40% by the Ministry of Finance Incorporated (MOFI), and 40% by the Ministry of Petroleum Incorporated (MOPI). 10% of the shares of the NPC will be divested within 5 years of incorporating the company, while an additional 30% will be divested within 10 years. There are no plans in the bill for the asset and liability management companies to be divested.
The Liability Management Company will assume "certain" liabilities of the NNPC and the pension liabilities of the DPR, so as not to encumber the newly formed companies. The shares of the Liability Management Company shall be held by the management company, the NPC and the NPRC, in ratio of their respective liabilities. The Minister of Petroleum Resources ("The Minister") shall initiate the winding down of this entity once the liabilities have been settled.
The Oil and gas industry is emphasising that large, offshore oil projects are competitive at below US$50/bbl and Nigeria offers many such opportunities. Overall the industry feels that there is an improving operating environment in Nigeria, which could present a number of compelling investment opportunities.
Global Oil Outlook
After the volatility in the oil price during the course of 2014-15, as prices declined significantly we were pleased to see a recovery in 2016, and the oil consensus is forecasting future price rises in 2017 through to 2019.
Loss of Capital
The financial statements show that the Company's net assets are less than half its called up share capital. In these circumstances, the Directors of the Company are obliged by section 656 of the Companies Act 2006 to convene a General Meeting for the purpose of considering whether any and, if so, what, steps should be taken to deal with the Company's current financial position. The Directors will consider this issue at the Company's forthcoming Annual General Meeting.
Going concern
The Directors have undertaken a detailed review of the Group's cash flow forecast. We believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. A full going concern report can be found in the Strategic Report. The auditor's reports in the Group and Company's financial statements contain an emphasis of matter in respect of going concern.
Annual General Meeting
Details of the Annual General Meeting will be sent separately to shareholders in due course and an announcement will be made when this has been done.
We have made significant progress over the past year to ensure the Company has all the necessary skills and resources to develop its pipeline of assets. The Board is excited with the progress made towards the multi well campaign as part of Sirius' shallow offshore development strategy in Nigeria
Finally, I would like to thank our shareholders for their support as we continue to develop the business.
J Pryde
Chairman
28 June 2017
STRATEGIC REPORT
Business review
The results of the Group are shown below. The Directors do not recommend the payment of a dividend.
The results represent the costs of developing our strategy and reviewing interests in both potential oil and gas blocks and individual marginal field opportunities. Total comprehensive loss for the year amounted to $2,135,000 (2015: $4,066,000). Finance costs on loans decreased from $837,000 in 2015 to $794,000 in 2016, and share-based payments decreased from $895,000 to $Nil.
Since the end of the period, Sirius has issued a further 283,999,999 new ordinary shares for cash, and now has 2,542,029,522 shares in issue. Sirius does not hold any shares in treasury and, hence, the total number of voting rights in the Company is 2,542,029,522. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Aims and objectives
The Company's core corporate strategy is to work alongside financial and technical industry partners on a joint farm-in basis to exploit larger oil blocks (typically, marginal fields that have flowed oil in the past) in Nigeria, and our objective for 2017 is to finalise plans in order to commence the drilling programme on the Company's first marginal field, the Ororo Field, located in OML95.
Key Performance Indicators
At this stage in the Group's development, the key performance indicator is the loss after tax. As the Group has not undertaken any trade in the year it has no other key financial or non-financial performance indicators. This will be reviewed in the forthcoming year.
Principal risks and uncertainties
The Group's overall approach to risk management is to employ suitably skilled personnel and implement appropriate policies and procedures. The risks we face have evolved over the course of the year as the business has developed and external factors have impacted the environment in which we operate.
Responsibility for reviewing the system of Risk Management rests with the Audit Committee of the Board, which has reviewed and approved the measures that are being taken to mitigate the most significant risks.
The principal risks faced by Sirius during 2016 relate to political risks in respect of the situation in Nigeria and strategic risks associated with the growth of the organisation and the economic climate.
Exploration Risk
Exploration activities can be capital intensive and may involve a high degree of risk. Thus, budgets are produced by experienced individuals and reviewed to ensure best practice exists. Exploration programmes are approved by the Board.
Oil Price Risk
The oil price is subject to market conditions which are outside of the Group's control. The decision to invest in any oil drilling will be made based on the latest and forecasted oil prices and approved by the Board.
Nigeria country risks
Political instability in this developing economy could result in the loss of the business. Ongoing monitoring and close liaison on the ground are utilised to monitor the situation.
Loss of key employees
Loss of knowledge and skills to the Group in particular countries of operation is a key risk. In response to this risk, remuneration policies are designed to incentivise, motivate and retain key employees.
Taxation and other legislation changes
Operating in developing countries has the additional risk of significant changes in taxation legislation on oil field profits or other legislation. Maintenance of good open working relationships with local authorities in the countries of operation is therefore critical.
Going concern
The Group is currently at an advanced stage in negotiations with various parties to raise the funds required to bring the Ororo Field into production, however at the date of signing these financial statements these negotiations have not been concluded. Therefore the Directors have prepared two versions of cash flow projections for the period up to 30 June 2018.
The first of these projections only takes account of the on-going management costs of the Group, and the clearance of all payables which the Directors consider are currently due as at the date of this report. The payment of accrued Directors' remuneration and certain of the Directors' remuneration payable in respect of the current year has been excluded as the Directors have agreed to defer payment until such time as funds are available. The projections also do not assume any costs in relation to bringing the Ororo field into production or assume any oil extraction or income from oil trading, nor do they assume any acquisitions take place or that any additional assessment of the prospective resources is undertaken over and above that authorised as at the date of this report. These projections show that the Group will require additional financing in 2017.
The second version of the projections assumes that the Group will conclude its negotiations to raise the funds required to bring the Ororo Field into production. These projections forecast revenue streams and costs based on the Competent Person's Report produced, and demonstrate the total funding level required.
On the basis that cash is expected to be available in one or other of the scenarios, and following a detailed review by the Directors of the Group's cash flow forecasts, the Directors believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. Consequently, the financial statements have been prepared on a going concern basis. The Group financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.
Fundraising
The Board continues to review potential project finance to bring the Ororo Field into production. We will seek to conclude funding which maximises value for shareholders.
Future prospects
The Board is pleased with the progress made during 2016 and the first half of 2017, and anticipates being in a position to commence the extraction of both oil and gas from the Ororo Field in the second half of 2017.
The Board also continues to review additional asset opportunities, as well as distressed producing opportunities, that require funding.
The Chairman's and CEO's statement is an integral part of the strategic report.
O Kuti
Chief Executive Officer
28 June 2017
SIRIUS PETROLEUM PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2016
Year ended | Year ended | |||
Notes | 2016 | 2015 | ||
$'000 | $'000 | |||
Other income | 69 | 78 | ||
Share based payments | - | (895) | ||
Administrative expenses | (1,447) | (2,398) | ||
Total administrative expenses | (1,447) | (3,293) | ||
Loss from operations | (1,378) | (3,215) | ||
Finance cost | (794) | (837) | ||
Loss before and after taxation, and loss attributable to the equity holders of the Company | (2,172) | (4,052) | ||
Other comprehensive income/(loss) | ||||
Exchange differences on translating foreign operations | 37 | (14) | ||
Other comprehensive income/(loss) for the period, net of tax | ||||
37 | (14) | |||
Total comprehensive loss for the year, attributable to owners of the company | (2,135) | (4,066) | ||
Total loss per ordinary share | ||||
Basic and diluted loss per share (cents) | 2 | (0.11) | (0.30) |
SIRIUS PETROLEUM PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
31 December 2016 | 31 December 2015 | |||
ASSETS | Notes | $'000 | $'000 | |
Non-current assets | ||||
Intangible exploration and evaluation assets | 4,643 | 3,862 | ||
Property, plant and equipment | 20 | 40 | ||
4,663 | 3,902 | |||
Current assets | ||||
Cash and cash equivalents | 830 | 45 | ||
Trade and other receivables | 4 | 165 | 110 | |
Total current assets | 995 | 155 | ||
Total assets | 5,658 | 4,057 | ||
LIABILITIES | ||||
Current liabilities | ||||
Trade and other payables | 5 | 4,440 | 3,584 | |
Loans payable | 6 | 1,107 | 518 | |
Total liabilities | 5,547 | 4,102 | ||
EQUITY | ||||
Share capital | 7 | 8,927 | 7,144 | |
Share premium | 25,749 | 25,252 | ||
Share-based payment reserve | 2,596 | 7,225 | ||
Other reserves | 11 | - | ||
Exchange reserve | (229) | (266) | ||
Retained earnings | (36,943) | (39,400) | ||
Equity attributable | ||||
to equity holders of the Company | 111 | (45) | ||
Total equity and liabilities | 5,658 | 4,057 |
SIRIUS PETROLEUM PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2016
Share capital | Share premium | Share based payment reserve | Other reserves | Exchange reserve | Retained earnings | Total equity | ||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
Balance at 1 January 2015 | 4,733 | 20,622 | 9,299 | 305 | (252) | (35,750) | (1,043) | |
Share based payments | - | - | 895 | - | - | - | 895 | |
Share issue | 2,411 | 4,801 | (1,558) | - | - | - | 5,654 | |
Share issue costs | - | (171) | - | - | - | - | (171) | |
Transfer on lapse of share options/warrants | - | - | (1,411) | - | - | 1,411 | - | |
Issue of loan fees equity instruments | - | - | - | 802 | - | - | 802 | |
Settlement of loan fees equity instruments | - | - | - | (1,107) | - | (1,009) | (2,116) | |
Transactions with owners | 2,411 | 4,630 | (2,074) | (305) | - | 402 | 5,064 | |
Exchange difference on translating foreign operations | - | - | - | - | (14) | - | (14) | |
Loss for the year | - | - | - | - | - | (4,052) | (4,052) | |
Total comprehensive loss for the year | - | - | - | - | (14) | (4,052) | (4,066) | |
Balance at 31 December 2015 | 7,144 | 25,252 | 7,225 | - | (266) | (39,400) | (45) | |
Share issue | 1,783 | 648 | - | - | - | - | 2,431 | |
Share issue costs | - | (151) | - | - | - | - | (151) | |
Transfer on lapse of share options/warrants | - | - | (4,629) | - | - | 4,629 | - | |
Issue of loan fees equity instruments | - | - | - | 11 | - | - | 11 | |
Transactions with owners | 1,783 | 497 | (4,629) | 11 | - | 4,629 | 2,291 | |
Exchange difference on translating foreign operations | - | - | - | - | 37 | - | 37 | |
Loss for the year | - | - | - | - | - | (2,172) | (2,172) | |
Total comprehensive loss for the year | - | - | - | - | 37 | (2,172) | (2,135) | |
Balance at 31 December 2016 | 8,927 | 25,749 | 2,596 | 11 | (229) | (36,943) | 111 |
SIRIUS PETROLEUM PLC
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2016
Year ended | Year ended | |||
31 December 2016 | 31 December 2015 | |||
$'000 | $'000 | |||
Cash flow from operating activities | ||||
Continuing operations | ||||
Loss after taxation | (2,172) | (4,052) | ||
Depreciation | 6 | 4 | ||
Finance cost | 794 | 837 | ||
Decrease in trade and other receivables | (183) | (95) | ||
Equity settled share-based payments | - | 895 | ||
Expenses settled in shares | - | 479 | ||
(Decrease)/increase in trade and other payables | (8) | 906 | ||
Net cash outflow from operating activities from continuing operations | (1,563) | (1,026) | ||
Cash flows from investing activities | ||||
Investment in intangibles | (781) | (1,551) | ||
Purchase of property, plant and equipment | - | (44) | ||
Net cash outflow from investing activities | (781) | (1,595) | ||
Cash flows from financing activities | ||||
Proceeds from issue of share capital | 2,431 | 1,708 | ||
Share issue costs | (151) | (171) | ||
Finance cost | (138) | (34) | ||
Loans received | 830 | 1,142 | ||
Loans repaid | (125) | - | ||
Net cash inflow from financing activities | 2,847 | 2,645 | ||
Net change in cash and cash equivalents | 503 | 24 | ||
Cash and cash equivalents at beginning of period | 45 | 19 | ||
Exchange differences on cash and cash equivalents | 282 | 2 | ||
Cash and cash equivalents at end of period | 830 | 45 |
Basis of Preparation
The Group financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). The Company's shares are listed on the AIM market of the London Stock Exchange.
The principal accounting policies of the Group, which have been applied consistently, are set out in the annual report and financial statements.
Going Concern
The Group is currently at an advanced stage in negotiations with various parties to raise the funds required to bring the Ororo Field into production, however at the date of signing these financial statements these negotiations have not been concluded. Therefore the Directors have prepared two versions of cash flow projections for the period up to 30 June 2018.
The first of these projections only takes account of the on-going management costs of the Group, and the clearance of all payables which the Directors consider are currently due as at the date of this report. The payment of accrued Directors' remuneration and certain of the Directors' remuneration payable in respect of the current year has been excluded as the Directors have agreed to defer payment until such time as funds are available. The projections also do not assume any costs in relation to bringing the Ororo field into production or assume any oil extraction or income from oil trading, nor do they assume any acquisitions take place or that any additional assessment of the prospective resources is undertaken over and above that authorised as at the date of this report. These projections show that the Group will require additional financing in 2017.
The second version of the projections assumes that the Group will conclude its negotiations to raise the funds required to bring the Ororo Field into production. These projections forecast revenue streams and costs based on the Competent Person's Report produced, and demonstrate the total funding level required.
On the basis that cash is expected tol be available in one or other of the scenarios, and following a detailed review by the Directors of the Group's cash flow forecasts, the Directors believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. Consequently, the financial statements have been prepared on a going concern basis. The Group financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.
SIRIUS PETROLEUM PLC
NOTES TO THE ACCOUNTS
FOR THE PERIOD ENDED 31 DECEMBER 2016
1. SEGMENTAL INFORMATION
An operating segment is a distinguishable component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.
The chief operating decision maker has defined that the Group's only reportable operating segment during the year is oil extraction and related activities. The Group has not traded and has not generated any revenue from external customers during the period.
In respect of non-current assets $Nil (2015: $Nil) arise in the UK and $4,663,000 (2015: $3,902,000) arise in Nigeria.
2. LOSS PER SHARE
2016 | 2015 | ||
$'000 | $'000 | ||
(Loss) attributable to owners of the Company | (2,172) | (4,052) | |
2016 | 2015 | ||
Number | Number | ||
Weighted average number of shares for calculating basic loss per share | 1,945,424,787 | 1,349,954,048 | |
2016 | 2015 | ||
Cents | Cents | ||
Basic and diluted loss per share | (0.11) | (0.30) |
There are 63,000,000 share options and 329,000,000 warrants outstanding as at 31 December 2016. Their effect is anti-dilutive, but is potentially dilutive against future profits.
3. Taxation
There is no tax charge for the year (year ended 31 December 2015: $nil).
Unrelieved tax losses of approximately $18,600,000 (2015: $17,720,000) remain available to offset against future taxable trading profits. The unprovided deferred tax asset at 31 December 2016 is $8,018,000 (2015: $7,842,000) which has not been provided on the grounds that it is uncertain when or in what tax jurisdiction taxable profits will be generated by the Group to utilise those losses.
The tax assessed for the year differs from the standard rate of corporation tax in the UK as follows:
2016 | 2016 | 2015 | 2015 | |
$'000 | % | $'000 | % | |
Loss before taxation | (2,172) | - | (4,052) | - |
Loss multiplied by standard rate | (434) | (20.00) | (820) | (20.25) |
of corporation tax in the UK | ||||
Effect of: | ||||
Expenses not deductible for tax purposes | 166 | - | 427 | - |
Overseas loss not recognised | 92 | - | 103 | - |
Deferred tax asset not recognised | 176 | (20.00) | 290 | (20.25) |
Total tax charge for year | - | - |
4. TRADE AND OTHER RECEIVABLES
31 December 2016 | 31 December 2015 | ||
$'000 | $'000 | ||
Current | |||
Trade receivables | - | 9 | |
Other receivables | 139 | 72 | |
Prepayments and accrued income | 26 | 29 | |
165 | 110 |
The fair value of these short-term financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value. All trade and other receivables have been reviewed for indicators of impairment.
5. TRADE AND OTHER PAYABLES
31 December 2016 | 31 December 2015 | ||
$'000 | $'000 | ||
Trade payables | 395 | 335 | |
Other payables | 573 | 531 | |
Accruals | 3,472 | 2,718 | |
4,440 | 3,584 |
Included in accruals is a liability to Havoc Services Pty Ltd of $520,000 (2015: $454,000) for technical services provided. Payment of this amount is deferred until:
a) the Company secures project funding for the next phase of Ororo field development or
b) acquires an interest in a significant oil discovery offshore Nigeria or
c) accepts any proposal resulting in a change of control of the Company or
d) as may otherwise be mutually agreed between Havoc Services Pty Ltd and Sirius.
There are also other amounts in both accruals and other payables which are due on commencement of drilling.
The fair value of trade and other payables has not been disclosed as, due to their short duration, management consider the carrying amounts recognised in the Statement of Financial Position to be a reasonable approximation of their fair value.
6. LOANS PAYABLE
During the year the Company received loans from several unconnected parties to fund working capital amounting to $830,000 (2015: $1,142,000), which incurred initial loan fees of $83,000 (2015: $1,142,000). Of these loans $669,000 plus interest of $67,000 are convertible at 0.35p. The loans are unsecured.
Some of the loan agreements and initial loan fees represent compound instruments. The fair value of the financial liability component of these loans and arrangement fees was initially recognised at $657,000 (2015: $348,000). Associated finance charges of $23,000 (2015: $803,000) have been recognised during the period in accordance with the effective interest method. During the year $Nil (2015: $1,352,000) of the debt was repaid in shares, and $125,000 was repaid in cash. At 31 December 2016, the carrying value of the financial liability is $947,000 (2015: $518,000), including a $126,000 (2015: $19,000) exchange movement and is included within loans payable. Also included within loans payables are loans received during the year which are not convertible, amounting to $160,000 and $16,000 of interest was recognised on these loans during the year.
The initial loan fees may be settled, at the Lendor's discretion, in cash or as a fixed number of shares, to be issued at 0.35p per share. This component represents an equity instrument and has been recognised within other reserves at the residual value of $12,000 (2015: $794,000), being the difference between the $669,000 (2015: $1,142,000) cash consideration received and the initial fair value of the financial liability component of $657,000 (2015: $348,000). There was an exchange movement of $1,000 recognised on the reserve and the carrying value is $11,000.
During the year ended 31 December 2016 $124,655 of initial loans were repaid in cash and an additional $91,718 finance charge was paid on this loan dating back to 2012, which has been included in finance cost in 2016. Additionally $46,000 of commissions paid on loans received has been included in finance costs in 2016.
During the year ended 31 December 2015 $2,117,000 of the initial and additional loan fees were settled by the issue of 108,804,348 ordinary shares at between 1p and 2.88p. This resulted in a debit to other reserves of $1,107,000, and a debit to the profit and loss reserve of $1,009,000, representing the difference between the value of loan fees which were settled and the carrying value of the equity instruments in respect of these fees. There was an exchange movement of $9,000 in the carrying value of the other reserves.
7. SHARE CAPITAL
31 December 2016 | 31 December 2015 | ||
$'000 | $'000 | ||
Allotted, issued and fully paid | |||
2,258,029,523 (2015: 1,721,362,856) ordinary shares of 0.25p | 8,927 | 7,144 |
The movement in share capital is analysed as follows:
Ordinary shares | |||
No. | $000 | ||
Allotted and issued | |||
At 31 December 2014 | 1,098,737,213 | 4,733 | |
Shares issued for fees due | 286,441,848 | 1,107 | |
Shares issued for cash | 275,000,000 | 1,067 | |
Loan repayments | 61,183,795 | 237 | |
At 31 December 2015 | 1,721,362,856 | 7,144 | |
Shares issued for cash | 536,666,667 | 1,783 | |
At 31 December 2016 | 2,258,029,523 | 8,927 |
On 17 March 2016, 166,666,667 ordinary shares of 0.25p were issued at 0.3p for cash raising £500,000 before costs.
On 25 July 2016, 200,000,000 ordinary shares of 0.25p were issued at 0.25p for cash raising £500,000 before costs.
On 19 December 2016, 170,000,000 ordinary shares of 0.25p were issued at 0.5p for cash raising £850,000 before costs.
The ordinary shares carry one vote each and on winding up of the Company the balance of assets available for distribution will, subject to any relevant restrictions, be divided amongst the shareholders.
8. PUBLICATION OF NON-STATUTORY ACCOUNTS
The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.
The consolidated statement of financial position at 31 December 2016, the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and associated notes for the year then ended have been extracted from the Group's 2016 financial statements upon which the auditor's opinion is not modified and does not include any statement under Section 498 of the Companies Act 2006, but does include an Emphasis of Matter on going concern.
The accounts for the year ended 31 December 2016 will be posted to shareholders shortly and laid before the Company at the Annual General Meeting. Copies will also be available on the Company's website (www.siriuspetroleum.com) in accordance with AIM Rule 26.